mac. investor/ announcement

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Childs Family
Kindergartens Limited
Traditional Australian Family Values
1 February 2006
ASX Release
CFK ANNOUNCE MACQUARIE AS A STRATEGIC INVESTOR
Childs Family Kindergartens Limited (ASX Code: CFK) is pleased to announce that a
wholly owned subsidiary of Macquarie Bank Limited (Macquarie) intends to acquire up to
a 30 per cent interest in CFK.
Under the terms agreed between the parties, the total consideration payable to CFK is
up to $10.9 million.
“Macquarie is a strategic investor that can bring both capital and sector expertise to the
company,” said CEO of CFK, Mr Barrie Childs. “This investment supports the
company’s growth in the short term by facilitating the completion of the acquisition of
twelve child care centres, and in the future by providing cash reserves to make further
acquisitions.”
ABN 75 102 498 797
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Level 3, Sydney Airport Centre
15 Bourke Road, Mascot
NSW 2020, Australia
T 1300 769 529 F 1300 720 080
W www.cfk.com.au
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“This is a significant turning point in the Company’s development considering that we
have only been listed on the ASX for less than 12 months. Macquarie’s investment will
facilitate CFK’s goal to be a leader in the listed childcare sector in Australia by enabling a
faster pace of portfolio growth”, said Mr Childs.
Macquarie will acquire up to 30 per cent of the shares on issue in two tranches as
follows:
Tranche 1 An immediate placement of new shares in CFK representing 15 per
cent of the current ordinary shares on issue.
The consideration payable for this tranche of approximately 8.9
million shares is up to $3.4 million dollars
Tranche 2 A placement of new shares in CFK to bring Macquarie’s total
holding to 30 per cent of ordinary shares on issue.
The consideration payable for this tranche of approximately 19.7
million shares is up to $7.5 million dollars.
Tranche 2 is subject to shareholder ratification.
CFK expect to hold an Extraordinary General Meeting in April for shareholders to
approve Tranche 2. Shareholders can expect to receive an explanatory memorandum in
March.
Both placements will be at a price determined by a forward 10 day Volume Weighted
Average Price calculated from 2 February 2006, less a 5 per cent discount. Macquarie
will pay a maximum price of 38 cents per share. CFK closed at 42.5 cps on 31 January.
The completion of each tranche will entitle Macquarie to nominate one director to the
Board of CFK. Macquarie will therefore be entitled to nominate two directors.
Mr Childs said, “The Macquarie directors will bring experience in childcare investments
and operations, and additional financial and investment skills to complement and
strengthen the competencies of the existing Board members.”
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Macquarie owns childcare centres and operations in Australia and New Zealand.
CFK has entered into an MOU with Macquarie whereby CFK may operate Macquarie’s
childcare centres in Australia under a commercial management agreement. In addition,
CFK intends to negotiate the potential acquisition of Macquarie’s Australian centres.
The Board of CFK considers Macquarie’s capital injection as enhancing to shareholder
value and supports Macquarie’s strategic investment.
For further information, please contact:
Barrie Childs, CEO
Childs Family Kindergartens Limited
Tel: 1300 769 529
[email protected]